888, which itself rejected a takeover by Britain's biggest
bookmaker William Hill in February, had been battling
against a 908 million pound offer from GVC Holdings for
Bwin, which put itself up for sale last year.

The recommended deal is the latest in a flurry of M&A
activity in the industry, a trend set to continue as firms
expand to help offset increasing taxes and tighter regulation
and fund higher marketing and technology spend.

"It's all about scale... When you've got critical mass you
can ride storms and take advantage of opportunities as they come
along," he added.

888's offer of 104.09 pence per share, made up of 39.45p in
cash and 0.404 new 888 shares, is 16.4 percent higher than
Bwin.party's share price of 89.40p before talks began on May 14.

While lower than the 110p face value of GVC's rival offer,
Bwin.party said it carried fewer risks, with better prospects
and an experienced management team all factors.

Shares in 888 were up 6.8 percent by 0845 GMT. Bwin.party,
up 30 percent in three months, fell 0.4 percent.

"We upgrade 888 from 'Sell' to 'Hold' following today's
acquisition, given the potential for significant synergies,
whilst the combined group is likely to be highly cash generative
potentially allowing for future shareholder returns," Panmure
Gordon analysts said.

COST SAVINGS

888, which offers casino, poker and bingo games, has enjoyed
strong growth as gamblers move online via tablets and mobiles.
In acquiring Bwin.party, the firm will significantly boost
revenues from its fledgling sports betting business, and can
apply its stronger technology platform and management to
Bwin.party's business.

The two companies said the deal, which would be earnings
enhancing in its first full-year, would lead to cost benefits of
at least $70 million per annum by the end of 2018 by removing
duplicated costs, technology and administration fees.

888 currently has a market capitalisation of 572 million
pounds versus 848 million for Bwin.party, which has struggled
with the decline of regulated poker markets in Europe and to
make cost savings since its creation via a merger of sports
betting group bwin and online poker group PartyGaming in 2011.

Bwin.party had faced pressure from U.S. activist investor
Jason Ader's Spring Owl vehicle, its second biggest shareholder.
Mattingley said 888 had a "very good" relationship with Ader.

A combined group will have revenue of over $1 billion and be
a leading online gambling operator in Belgium, Denmark, Germany,
Italy, Spain and the UK. Bwin shareholders, who will be able to
vary the amount they receive in cash and new 888 shares under a
"mix and match" facility, will own 48.9 percent of the new firm.

The two companies said they would also considering
spinning-off Bwin.party's 'Studio's technology business.